Tentative Measures for Administration of the Transfer of Insurance Business by Insurance Companies
保险公司保险业务转让管理暂行办法
The Measures set forth the conditions for a transferee of insurance business and the procedure for such transfer.
(Promulgated by the China Insurance Regulatory Commission on August 26 2011 and effective as of October 1 2011.)
(中国保险监督管理委员会于二零一一年八月二十六日公布，自二零一一年十月一日起施行。)
Order of the CSRC [2011] No.1
Article 1: These Measures have been formulated pursuant to the PRC Insurance Law (the Insurance Law) in order to regulate the transfer of insurance business by insurance companies, protect the lawful rights and interests of proposers, the insured and beneficiaries, and maintain the order of the insurance market.
保监会令 [2011] 第1号
Article 2: The China Insurance Regulatory Commission (the CIRC) oversees the transfer of insurance business by insurance companies in accordance with the law and as authorised by the State Council.
Article 3: The transfer of all or a part of its insurance business by an insurance company shall be subject to the approval of the CIRC.
第一条 为了规范保险公司保险业务转让行为，保护投保人、被保险人和受益人的合法权益，维护保险市场秩序，根据《中华人民共和国保险法》（以下简称《保险法》），制定本办法。
The criteria for “a part of its insurance business” as mentioned in the preceding paragraph shall be specified separately by the CIRC.
Article 4: When transferring insurance business, an insurance company shall comply with the principles of free will, transparency, fairness and impartiality.
第二条 中国保险监督管理委员会（以下简称中国保监会）根据法律和国务院授权，对保险公司保险业务转让行为实施监督管理。
Article 5: When transferring insurance business, an insurance company may not divulge trade secrets or the private information of individuals learnt in the course of such transfer, or harm the lawful rights and interests of proposers, the insured and beneficiaries.
Article 6: The parties to an insurance business transfer shall enter into an insurance business transfer agreement on the basis of equitable negotiations.
第三条 保险公司转让全部或者部分保险业务，应当经中国保监会批准。
Article 7: The insurance company that is the transferee of insurance business shall, in accordance with the original insurance contract, assume the obligations toward the proposers, insured and beneficiaries borne by the insurance company making the transfer.
Article 8: The insurance company that is the transferee of insurance business shall satisfy the following conditions:
前款所称的“部分保险业务”的标准，由中国保监会另行规定。
(1) the insurance business being acquired falling within its scope of business;
(2) having a sound corporate governance structure and sound internal control systems;
第四条 保险公司转让保险业务，应当遵循自愿、公开、公平、公正的原则。
(3) being solvent and, after the acquisition of the insurance business, its solvency complying with relevant CIRC provisions;
(4) not having a record of having been subjected to major administrative penalties imposed by a financial regulator during the most recent two years;
第五条 保险公司转让保险业务，不得泄露在此过程中获悉的商业秘密和个人隐私，不得损害投保人、被保险人和受益人的合法权益。
(5) having an establishment in the place where the policies composing the business it is acquiring were first issued;
(6) having conducted a feasibility study of the operation and management of the business it is to acquire; and
第六条 保险业务转让双方应当在平等协商基础上订立保险业务转让协议。
(7) other conditions as specified by the CIRC.
Article 9: The parties to an insurance business transfer shall engage a law firm, accounting firm or other such professional intermediary firm to assess the value, compliance, etc. of the insurance business to be transferred.
第七条 保险业务受让方保险公司应当承担转让方保险公司依照原保险合同对投保人、被保险人和受益人负有的义务。
Article 10: The parties to an insurance business transfer shall assess, in accordance with relevant CIRC provisions, the liability reserve for the business to be transferred to ensure that it is sufficient and reasonable.
Article 11: The transfer or acquisition of insurance business by an insurance company shall be subject to the approval of its board of directors, shareholders' meeting or shareholders' general meeting. The transfer of all of an insurance company's insurance business shall be subject to the approval of its shareholders' meeting or shareholders' general meeting.
第八条 保险业务受让方保险公司应当符合下列条件：
Article 12: The parties to an insurance business transfer shall submit the following materials in triplicate to the CIRC:
(1) the basic particulars of the parties to the insurance business transfer;
（一）受让的保险业务在其业务范围之内；
(2) the insurance business transfer agreement;
(3) the procedural arrangement for the insurance business transfer;
（二）公司治理结构完善，内控制度健全；
(4) a practicable plan for the operation and management of the insurance business to be acquired;
(5) the assessment report of the professional intermediary firm;
（三）偿付能力充足，且受让保险业务后，其偿付能力符合中国保监会的相关规定；
(6) the assessment report for the liability reserve for the business to be acquired;
(7) the solvency report for the preceding year of the insurance company making the acquisition and an analytical report on the impact of the business to be acquired on the solvency of the insurance company making the acquisition;
（四）最近2年内无受金融监管机构重大行政处罚的记录；
(8) the documents indicating the approval of the insurance business transfer agreement issued by the board of directors, shareholders' meeting or shareholders' general meeting of each of the parties to the insurance business transfer; and
(9) other materials that the CIRC specifies be submitted.
（五）在受让业务的保单最初签发地设有分支机构；
Items (3), (5) and (6) must be jointly signed in confirmation by the parties.
Article 13: Once the CIRC approves a transfer of insurance business, the insurance company making the transfer shall inform the relevant proposers and insured in writing of relevant matters such as the basic particulars of the insurance company making the acquisition, the general outline of the transfer plan and the assumption of liability, and secure their consent therefor. If the insured under a personal insurance contract has died, the insurance company making the transfer shall inform the beneficiaries in writing and secure the consent therefor.
（六）已进行经营管理受让业务的可行性研究；
The parties to an insurance business transfer shall reasonably implement the transfer plan and duly dispose of matters relating to the transfer.
Article 14: Once the CIRC has approved an insurance business transfer, the parties thereto shall jointly announce the same no less than three times in the newspapers designated by the CIRC, and post the same on their websites for not less than one month.
（七）中国保监会规定的其他条件。
Article 15: If an insurance company transfers all of its insurance business and terminates its business activities in accordance with the law, it shall carry out the procedures for the cancellation of its insurance permit with the CIRC within 15 working days from the date of completion of performance of the transfer agreement and carry out the relevant procedures with the administration for industry and commerce.
If an insurance company transfers part of its insurance business resulting in a change in the particulars recorded on its insurance permit, it shall carry out the procedures for the change in accordance with relevant CIRC provisions within 15 working days from the date of completion of performance of the transfer agreement.
第九条 保险业务转让双方应当聘请律师事务所、会计师事务所等专业中介机构，对转让的保险业务的价值、合规性等方面进行评估。
Article 16: If an insurance company violates these Measures in carrying out an insurance business transfer, the CIRC will order it to rectify the matter within a specified period of time and impose penalties in accordance with the law.
Article 17: These Measures shall not apply to reinsurance as specified in Article 28 of the Insurance Law or the transfer of insurance business as specified in Article 92 or Article 139 of the Insurance Law.
第十条 保险业务转让双方应当按照中国保监会的有关规定，对转让业务的责任准备金进行评估，确保充分、合理。
When transferring insurance business, an insurance company may not violate the second paragraph of Article 89 of the Insurance Law.
Article 18: If the CIRC provides otherwise in respect of the transfer of insurance business by insurance companies, such provisions shall prevail.
第十一条 保险公司转让或者受让保险业务，应当经董事会或者股东会、股东大会批准；转让全部保险业务的，应当经股东会、股东大会批准。
Article 19: The CIRC is in charge of interpreting these Measures.
Article 20: These Measures shall be effective as of October 1 2011.
clp reference:3910/11.08.26prc reference:保监会令 [2011] 第1号promulgated:2011-08-26effective:2011-10-01第十二条 保险业务转让双方应当向中国保监会提交下列材料一式三份：
This premium content is reserved for
China Law & Practice Subscribers.
A Premium Subscription Provides:
- A database of over 3,000 essential documents including key PRC legislation translated into English
- A choice of newsletters to alert you to changes affecting your business including sector specific updates
- Premium access to the mobile optimized site for timely analysis that guides you through China's ever-changing business environment
Already a subscriber? Log In Now